purchase and assumption agreement whole bank all deposits - FDIC

"FDIC Party" has the meaning provided in Section 2.1(f)(ii) ofthis Non-SF
Shared-Loss Agreement.
"Home Equity Loans" means Loans that constitute the funded portions oflines
ofcredit secured by mortgages on one- to four-family residences or stock ofcooperative housing
associations.
"Net Charge-Offs" means, with respect to any period, an amount equal to the
aggregate amount ofCharge-Offs for such period less the amount ofRecoveries for such period.
"Neutral Member" has the meaning provided in Section 2.l(f)(ii) ofthis Non­
SF Shared-Loss Agreement.
"Non-Shared-Loss Loan Commitment" means any Commitment other than a
Shared-Loss Loan Commitment.
"Notice of Dispute" has the meaning provided in Section 2.1 (f)(iii) ofthis Non­
SF Shared-Loss Agreement.
"ORE Subsidiary" means any Subsidiary ofthe Assuming Bank that engages
solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of
the definition of"Other Real Estate," which interests have arisen from the collection or
settlement ofa Shared-Loss Loan.
"Other Real Estate" means all ofthe following (including any ofthe following
fully or partially charged offthe books and records ofthe Failed Bank or the Assuming Bank)
that (i) are owned by the Failed Bank as ofBank Closing and are purchased pursuant to the
Agreement or (ii) have arisen subsequent to Bank Closing from the collection or settlement by
the Assuming Bank ofa Shared-Loss Loan:
(A) all interests in real estate (other than Bank Premises and Fixtures),
including but not limited to mineral rights, leasehold rights, condominium and
cooperative interests, air rights and development rights; and
(B) all other assets (whether real or personal property) acquired by foreclosure
or in full or partial satisfaction ofjudgments or indebtedness.
"Permitted Advance" means an advance offunds by the Assuming Bank with
respect to a Shared-Loss Loan, or the making of a legally binding commitment by the Assuming
Bank to advance funds with respect to a Shared-Loss Loan, that (i) in the case of such an
advance, is actually made, and, in the case ofsuch a commitment, is made and all ofthe proceeds
thereof actually advanced, within one ( 1) year after the Commencement Date, (ii) does not cause
the sum of(A) the book value ofsuch Shared-Loss Loan as reflected on the Accounting Records
ofthe Assuming Bank after any such advance has been made by the Assuming Bank plus (B) the
unfunded amount ofany such commitment made by the Assuming Bank related thereto, to
exceed 110% ofthe Book Value of such Shared-Loss Loan, (iii) is not made with respect to a
Whole Bank P&A w/Loss Sharing Alliance Bank
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February 6, 2009 Culver City, CA